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Hal Larson (Jack Black) pursues with pathological zeal women who are out of his league. He and his best friend, Mauricio Wilson (Jason Alexander), will prowl the bar scene or crash sorority parties looking for that perfect ten. Mauricio has self-esteem issues; even if he's lucky enough to interest a stunning beauty, he always manages to find an excuse to break it off before he can get hurt. When he attracts Lindy (Manon von Gerkan), a rare lovely that most men would kill for, he casually blows her off because her second toe is longer than her first (most people have longer second toes, Mauricio; grow up).

Hal is made of sterner stuff; his confidence is only exceeded by his persistence. When an attractive apartment neighbor, Jill (Susan Ward), allows herself to be talked into going out with him, she decides that once is quite enough, but Hal just can't seem to get the message. Work is not much better; Hal is passed over for another when a promotion opportunity arises. Hal needs some inspiration and it appears right on cue in the form of motivational speaker and self-help guru Tony Robbins (Anthony Robbins). They meet in a stalled elevator and have a chat to pass the time. Tony quickly perceives Hal's values and he gives him a mind- altering gift. From now on, Hal will see all new acquaintances as a reflection of what they are on the inside. Nobility, sensitivity, charity, sincerity... positive traits will be seen as physical beauty. Selfishness, insensitivity, pettiness... negative traits will be seen as ugliness. When the elevator restarts and Hal and Tony part, Hal thanks Tony for his inspiring words; he has no idea that his perceptions have been altered. Enter Rosemary Shanahan (Gwyneth Paltrow).

Rosemary is a wonderful person with a severe weight problem; she hovers at around 350 pounds. A Peace Corps member and a volunteer at a local hospital's pediatric unit, she has all the qualities required to transform her appearance in Hal's eyes from morbidly obese to a slender beauty who looks exactly like Gwyneth Paltrow. Hal's instincts kick in immediately and he pursues her. She doesn't know quite what to make of him; at first she's offended by his attentions. She assumes he's being insensitive and sarcastic, but the new Hal is smitten and he wears down her defenses. They begin to date.

Unknown to Hal, Rosemary is Steve Shanahan's (Joe Viterelli) daughter. Steve runs the company where Hal is employed. Hal's sincerity brings him to Steve's attention, so quite inadvertently, Hal's stock begins to rise. But all is not well. Mauricio sees Rosemary as everyone else does, and he's bewildered by Hal's attraction. When Hal reveals Tony's influence, Mauricio seeks out the lecturer and in his best frantic, self-involved, George Costanza mode, persuades Tony to give him the means to bring Hal back. How will Hal react to the physical reality of Rosemary? Will inner beauty prevail?

Gwyneth Paltrow is lovely and appealing. She projects vulnerability while appearing quite stunning. When she's transformed by makeup and bodysuit, she's also transformed emotionally. Nicely played. I'm not familiar with Jack Black's previous work, but I can safely say that his portrayal of the quintessential jerk on the prowl is remarkably believable. My problem with his performance is that he's unconvincing when he's being sincere. The film has its humorous moments, but I'm conflicted; I came away with the feeling that it's a bit mean spirited. Sociologists have demonstrated with numerous studies that it's undeniably true that attractive people have a competitive edge. But the Farrelly brothers, who co-wrote the screenplay with Sean Moynihan, ridicule (at best) and psychologically torture (at worst) the unattractive but inwardly beautiful people in the film, the very people who don't deserve such treatment. So while this may be an appropriate indictment of the shallowness of our society, it provokes an emotional edginess that detracts from the humor. The jokes are at the expense of the vulnerable. The Farrelly brothers seem to enjoy maintaining a fragile balance between heartlessness and humor; I wonder if, this time, they may have leaned a little too far in the wrong direction.

Video: How Does The Disc Look?

The film's theatrical aspect ratio of 1.85:1 is presented in anamorphic video. Digital Video Compression Center did the work and the result is all too typical for that particular shop. The video has been processed by a low-pass filter, removing much of the fine-grained detail and textures from the images. The soft video is then further diminished by the presence of modest halos. The images are sharper in film scenes within the full- screen HBO Special found in the supplements. Pity. Color accuracy is excellent, with natural skin tones and a believable palette. Luminance has a fine dynamic range, from bright daylight to the night scenes, during which shadow detail is quite good. I noticed no compression artifacts.

Audio: How Does The Disc Sound?

The Dolby Digital 5.1 track is fine. No extremely deep bass is present. Surround effects are minimal. The requisite conventional sound effects are reasonably well recorded. Dialog is not an issue; all the lines are clear throughout. The score is dominated by source tracks and the nature of the music does not lend itself well to comments concerning fidelity. I have neither praise nor criticism for the sound; it serves the film.

Alternative language tracks are available in Spanish and French. English subtitles and Closed Captions support the audio.

Supplements: What Goodies Are There?

First up, the Farrelly brothers may be heard in a very odd feature-length commentary. The brothers spend most of their time noticing who's onscreen, explaining the relationships, describing how those actors or extras were cast, sometimes reminiscing about hanging out together. They do describe working with their principal actors, particularly Gwyneth Paltrow and Jack Black. We hear a few interesting anecdotes, but we don't learn all that much about how the film was made; perhaps that's why, as the film was ending, they suggested writing their cinematographer with any technical questions we might have?

Ex- Bay Watch babe Brooke Burns, who played Katrina in the film, hosts an HBO Special: Being Shallow Hal (14:28). Brooke quizzes Southern Californians about their shallow behavior and those sequences are intercut with scenes from the film and comments from the principals. The actors and filmmakers outline the plot and the premise and the characters are described. This featurette is essentially a promotional piece, but we are given our first taste of what it took to transform Gwyneth Paltrow into Rosemary. Most interesting was her experiencing how people reacted to her as a 350-pound woman. No eye contact, no acknowledgment, no recognition, it was if she no longer existed. Comedy Central's Reel Comedy: Shallow Hal (21:55) reveals even less about the making of the film and may be considered an extended trailer. This is a typical fluff piece in which the principals again describe their characters and the film's premise. Both of these featurettes - and for that matter, the rest of the supplements - reveal more than they should and I'll recommend that you save them for after the feature.

There are eleven deleted scenes, which may be played with and without directors' commentary. Most were left out of the theatrical release for length or pace. Seeing Through The Layers (12:35) is more satisfying featurette. In this short, we learn in detail how bodysuits and many makeup effects were implemented. We meet the heavier of Gwyneth's two body doubles (a more svelte body double may be scene from the back as Rosemary strips for Hal in his bedroom). We see how makeup artists made exceptional women believably unattractive. There's also an extended encounter between a heavy Gwyneth and real people. Another interesting, but very short, featurette is In at the Deep End (2:27), which demonstrates some of the practical effects on the shoot. In particular, we learn about the water cannons used in the pool scene.

You'll find a music video for Shelby Lynne's "Wall in your Heart." The Music Promo Spot is a 30-second advertisement for the soundtrack CD. The film's theatrical trailer is shown in non-anamorphic full screen. The Farrelly Brother's Trailer is a DVD promo for three older releases. Finally, there are three non-anamorphic trailers for summer 2002 films: Minority Report (widescreen); Unfaithful (full screen); and, The Banger Sisters (widescreen).

DVD-ROM Exclusives: What do you get when you pop the disc in your PC?

Alas, as is becoming common with Fox titles lately, no ROM extras have been included.

Parting Thoughts